G III APPAREL GROUP LTD /DE/

Current report

The Marc Jacobs Acquisition may not be completed within the expected timeframe, or at all, and the failure to complete the Marc Jacobs Acquisition could have a material adverse effect on our future business and financial results.

Current report

There can be no assurance that the Marc Jacobs Acquisition will be completed in the expected timeframe, or at all. The Marc Jacobs Acquisition is governed by multiple agreements, including the Unit Purchase Agreement, the Equity Commitment Letter, the Equity Purchase and Distribution Agreement and other ancillary agreements (collectively, the “Transaction Agreements”). The closing of the Unit Purchase Agreement is subject to customary conditions, including the accuracy of certain representations and warranties, absence of legal prohibitions and receipt of required antitrust approvals. In addition, the Company’s obligation to fund its equity contribution to IPCo under the Equity Commitment Letter is subject to the substantially concurrent funding of the WHP debt and equity financing and consummation of the Closing. There can be no assurance that all closing conditions will be satisfied (or waived, if applicable). Many of the conditions to completion of the Marc Jacobs Acquisition are not within our control, and we cannot predict when or if these conditions will be satisfied (or waived, as applicable).

Current report

If the Marc Jacobs Acquisition is not completed, our ongoing business and financial results may be adversely affected and we will be subject to a number of risks, including the following:

Current report

In addition, if the Marc Jacobs Acquisition is not completed, we may experience negative reactions from the financial markets and from our customers and employees. We also may be subject to litigation related to any failure to complete the Marc Jacobs Acquisition or to enforcement proceedings commenced against us to perform our obligations under the Transaction Agreements. If the Marc Jacobs Acquisition is not completed, these risks may materialize and may adversely affect our business, financial results and financial condition.

Current report

Our interest in the Marc Jacobs intellectual property is held through a non-controlled joint venture, and our ability to operate the Marc Jacobs business depends on a license agreement that is terminable under certain circumstances.

Current report

The Marc Jacobs Acquisition is structured through IPCo, a joint venture in which we will own 50% of the membership interests and an affiliate of WHP Global (“WHP”) will own the remaining 50%. IPCo will retain ownership of the Marc Jacobs intellectual property. We will operate the Marc Jacobs business pursuant to a license from IPCo providing an exclusive right to use the Marc Jacobs brands in the United States, Canada, Mexico and Western Europe for specified product categories. The initial term of the license agreement runs through December 2041, and we have 10 successive options to renew the license agreement for periods of 5 years. The license agreement is terminable by IPCo if we fail to make required payments or otherwise materially breach the agreement, in each case subject to an opportunity to cure within a specified period of time.

Current report

IPCo will be governed by a board of managers initially consisting of five managers, with two managers appointed by us and three appointed by WHP, which is subject to change in the future based on the relative ownership percentages of us and WHP in IPCo, and other circumstances provided in the amended and restated operating agreement which will govern the IPCo. Subject to those potential changes or circumstances, WHP controls the board of IPCo. Certain significant decisions, including amendments to the operating agreement, mergers, acquisitions, dispositions, incurrence of indebtedness above certain thresholds, related party transactions and bankruptcy, require approval of both members for so long as they continue to own certain ownership percentages. Disagreements with WHP regarding the management or direction of IPCo or the Marc Jacobs intellectual property could adversely affect our ability to operate the Marc Jacobs business effectively. In addition, we and WHP generally may not transfer our membership interests in IPCo prior to the third anniversary of closing, other than to permitted transferees or with the prior written consent of the other member, and any transfer after the third anniversary is subject to a right of first offer and tag along right in favor of the other party, which may limit our ability to exit or monetize our investment on favorable terms.

Current report

We may be unable to successfully transition and operate the Marc Jacobs business, and we may not realize the anticipated benefits of the Marc Jacobs Acquisition.

Current report

Following the closing, we will be required to transition the Marc Jacobs operating business away from the infrastructure and support systems currently provided by LVMH. Pursuant to a Transition Services Agreement to be entered into at closing, LVMH and/or third-party providers will provide certain transition services to Marc Jacobs International, L.L.C. and its subsidiaries for a limited period following the closing. Under the Transition Services Agreement, we will guarantee the due, prompt and full performance by Marc Jacobs International and its subsidiaries of all of their payment and indemnification obligations thereunder. Our ability to realize the expected benefits of the Marc Jacobs Acquisition is subject to a number of risks, including:

Current report

We will incur substantial expenses in connection with the Marc Jacobs Acquisition and the transition of the business. Even if we are able to successfully transition and operate the Marc Jacobs business, the anticipated benefits may not be realized fully, or at all, or may take longer to realize than expected, which could adversely impact our business, results of operations and financial condition.

Previous report

The following table provides information with respect to the Company’s common stock that the Company repurchased during the three months ended October 31, 2025. Included in this table are shares withheld during the three months ended October 31, 2025 to satisfy tax withholding requirements in connection with stock awards.

Previous report

(1)Included in this table are 998 shares withheld during October 2025 in connection with the settlement of vested restricted stock units to satisfy tax withholding requirements. Our 2015 Long-Term Incentive Plan provides that shares withheld are valued at the closing price per share on the date withheld.

Previous report

(2)In August 2023, our Board of Directors reapproved our previously authorized share repurchase program and increased the number of shares remaining under that program to 10,000,000 shares. This program has no expiration date. Repurchases under the program may be made from time to time through open market purchases, accelerated share repurchase programs, privately negotiated transactions or other methods, as we deem appropriate.